Director Shareholding

Grafton Group PLC
5 February 2002



                                  SCHEDULE 11

          NOTIFICATION OF INTERESTS OF DIRECTORS AND CONNECTED PERSONS

 1. Name of company

    Grafton Group Plc

 2. Name of Director

Michael Chadwick

3 Please state whether notification indicates that it is in respect of holding
of the shareholder named in 2 above or in respect of a non-beneficial interest
or in the case of an individual holder if it is a holding of that person's
spouse or children under the age of 18 or in respect of a non-beneficial
interest

Non beneficial interest as trustee of family trust

4 Name of the registered holder(s) and, if more than one holder, the number of
shares held by each of them (if notified)

Governor & Company of the Bank of Ireland, Accounts 60 & 61

5) Please state whether notification relates to a person(s) connected

6) Please state the nature of the transaction. For PEP transactions please
indicate whether general/single co PEP and if discretionary/non
discretionary

Distribution to third party beneficiary of the trust

7) Number of shares/amount of
stock acquired

8) Percentage of issued class

9) Number of shares/amount
of stock disposed

4,355



10) Percentage of issued class
0.02%

11) Class of security
Ordinary Shares

12) Price per share

Nil

13) Date of transaction

11 April 2001

14) Date company informed
informed 04 February 2002

15) Total holding following this notification

Beneficial - 17,899,090

Non-beneficial - 2,806,560 - As Trustee of Family Trust

Non-beneficial - 1,168,110 - As Trustee of Grafton Group Plc Share Participation
Scheme

16)Total percentage holding of issued class following this notification
Beneficial - 10.16%

Non-beneficial - 2.26%

If a director has been granted options by the company please complete the
following boxes

17) Date of grant

18)Period during which or date on which exercisable

19) Total amount paid (if any) for grant of the option

20) Description of shares or debentures involved: class, number

21) Exercise price (if fixed at time of grant) or indication that price is to be
fixed at time of exercise

22) Total number of shares or debentures over which options held
following this notification

23) Any additional information

24) Name of contact and telephone number for queries



25) Name and signature of authorised company official responsible for
making this notification

Charles Rinn

Date of Notification..05.February 2002

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